DIRECTORS’ EQUITY REQUIREMENTS Minimum equity holding requirements for directors creates greater alignment of the interests of our directors and shareholders. For the purpose of determining whether directors meet the minimum equity requirement, CWB common shares and DSUs are valued using the higher of the closing price on the TSX on the assessment date or on the acquisition date. We assess compliance with this requirement annually on October 31. Directors are prohibited from directly or indirectly entering into short sales, or buying or selling a call or put option in respect of CWB's securities. Directors are not permitted to enter into non-recourse pledges of CWB securities or to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars or units of exchange funds) designed to hedge or offset a decrease in the market value of CWB equity securities granted as compensation or held, directly or indirectly, by the director. Effective May 1, 2023, the Board changed the equity requirements for directors. All independent directors must hold, either directly or indirectly, CWB common shares or DSUs with a value equivalent to seven times the maximum annual cash component of the director retainer ($665,000), and the Chair of the Board must hold, either directly or indirectly, CWB common shares or DSUs with a value of $1,000,000. All current independent directors, including the Chair of the Board, have three years to meet the increased requirement. New directors will have five years from the date of initial appointment to meet these new requirements. Additionally, the director retainer increase includes a minimum equity retainer component (DSUs) of $95,000 (increased from $80,000), and a maximum cash retainer component of $95,000. Directors may choose to elect to receive all or a portion of any cash compensation in the form of DSUs. The Chair of the Board retainer increase includes a minimum equity retainer component (DSUs) of $182,500 (increased from $80,000), and a maximum cash retainer component of $182,500. The Chair of the Board may choose to receive all or a portion of any cash compensation in the form of DSUs.
Additionally, all independent directors and the Chair of the Board must hold a minimum of 1,000 CWB common shares, which are counted towards their total director equity requirement. New directors have six months from the date of their election or appointment to meet this requirement.
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